Securities Law & Instruments

Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act , R.S.O. 1990, c. B.16 as am., s. 1(6).

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, CHAPTER S.5, AS AMENDED (the Act) AND IN THE MATTER OF FCF CAPITAL INC.

ORDER (Subsection 1(11)(b))

UPON the application of FCF Capital Inc. (the Issuer) to the Ontario Securities Commission (the Commission) for a designation order pursuant to subsection 1(11)(b) of the Act deeming the Issuer to be a reporting issuer for the purposes of Ontario securities law (the Order);

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Issuer representing to the Commission as follows:

1. The Issuer was incorporated in Alberta on October 1, 1998 as "Brilliant Mining Corp." The Issuer's name was changed to "Brilliant Resources Inc." on November 23, 2011 and to "FCF Capital Inc." on June 25, 2015.

2. The Issuer's head office is located at 2 Bloor Street East, Suite 3500, Toronto, Ontario, M4W 1A8.

3. The Issuer's Class "A" common shares (the Common Shares) are listed and posted for trading on the TSX Venture Exchange (the Exchange). The current trading symbol is "FCF".

4. The Issuer is a reporting issuer under the Securities Act (British Columbia) (the BC Act) and the Securities Act (Alberta) (the Alberta Act) and has been since January 9, 2002.

5. The Issuer is not currently a reporting issuer in any jurisdiction in Canada other than British Columbia and Alberta.

6. The Issuer is not on the lists of defaulting reporting issuers maintained by the Alberta Securities Commission and the British Columbia Securities Commission, and the Issuer is not in default of any of the rules, regulations or policies of the Exchange. The Issuer has not been the subject of any enforcement actions by the Alberta or British Columbia securities commissions or by the Exchange, and the Issuer is not in default of any requirement of the Act, the BC Act, or the Alberta Act.

7. The continuous disclosure requirements of the BC Act and the Alberta Act are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Issuer under the BC Act and the Alberta Act are available on the System for Electronic Document Analysis Retrieval (SEDAR).

9. The authorized share capital of the Issuer is an unlimited number of Common Shares and an unlimited number of Class "B" preferred shares, of which 145,751,065 Common Shares and no preferred shares are issued and outstanding as of June 2, 2015.

10. Pursuant to the policies of the Exchange, a listed issuer which is not otherwise a reporting issuer in Ontario must assess whether it has a "Significant Connection to Ontario" (as defined in Policy 1.1 of the Exchange) and, upon becoming aware that it has a "Significant Connection to Ontario", promptly make a bona fide application to the Commission to be designated a reporting issuer in Ontario.

11. The Issuer has determined that it has a "Significant Connection to Ontario" in that (i) as at May 21, 2015, approximately 18.43% of its beneficial shareholders holding approximately 22.15% of the outstanding Common Shares are Ontario residents and (ii) the Issuer's mind and management is principally located in Ontario, as three out of five of its directors are located in Ontario.

12. Neither the Issuer nor any of its officers or directors, nor, to the knowledge of the Issuer and its officers and directors, any of the shareholders holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, has:

a. been the subject of any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

b. entered into a settlement agreement with a Canadian securities regulatory authority; or

c. been subject to any penalties or sanction imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

13. Neither the Issuer nor any of its officers or directors, nor, to the knowledge of the Issuer and its officers and directors, any of the shareholders holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, is or has been subject to:

a. any known ongoing or concluded investigations by:

i. a Canadian securities regulatory authority, or

ii. a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

b. any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

14. None of the officers or directors of the Issuer, nor, to the knowledge of the Issuer and its officers and directors, any of the shareholders holding a sufficient number of securities of the Issuer to affect materially the control of the Issuer, is or has been at the time of such event an officer or director of any other issuer which is or has been subject to any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

15. Upon the granting of the Order, Ontario will be the principal regulator of the Issuer and the Issuer will amend its SEDAR profile to indicate that Ontario is its principal regulator.

16. The Issuer will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees no later than two business days from the date hereof.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED pursuant to subsection 1(11)(b) of the Act that the Issuer is deemed to be a reporting issuer for the purposes of Ontario securities law.

DATED at Toronto on this 17th day of July, 2015.

"Kathryn Daniels"
Deputy Director, Corporate Finance
Ontario Securities Commission